EXHIBIT 10.21
AMENDMENT TO LOAN AGREEMENT AND SECURITY AGREEMENT
This Amendment to Loan Agreement and Security Agreement ("Amendment")
made this 29th day of June, 1995 by and between Unigene Laboratories, Inc., a
Delaware corporation authorized to do business in the State of New Jersey (the
"Borrower") with offices at 110 Little Falls Road, Fairfield, New Jersey and Jay
Levy, Warren P. Levy and Ronald S. Levy, all with offices located at 110 Little
Falls Road, Fairfield, New Jersey, individually (jointly the "Lender").
WHEREAS, the parties have previously entered into a Loan Agreement and
a Security Agreement both dated March 2, 1995 pursuant to which Lender loaned to
Borrower certain sums not to exceed at any time the amount of $500,000.00 and
Borrower granted to Lender a security interest in certain collateral located in
premises known as 83 Fulton Street, Boonton, New Jersey leased by the Borrower
as particularly described therein (the "Collateral"), which Loan Agreement and
Security Agreement have been amended by the Borrower and the Lender by Amendment
to Loan Agreement and Security Agreement dated March 20, 1995 (the "Loan
Agreement" and the "Security Agreement"; and
WHEREAS, Lender has previously loaned to Borrower the amount of
$255,000.00 in addition to amounts loaned pursuant to the Loan Agreement and is
unwilling to lend to Borrower any additional sums unless and until Borrower
grants to Lender a security interest in the Collateral to secure the repayment
of all such additional loans including the prior loan of $255,000.00; and
WHEREAS, Borrower desires to arrange for additional borrowings from
Lender in the amount not to exceed $445,000.00; and
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows.
1. ADVANCES
The term "Loan" as that term is set forth in the Loan Agreement and
Security Agreement shall be revised to reflect the $500,000.00 borrowing ("Prior
Loan") and the additional borrowing of $255,000.00 and subsequent loans in an
amount not to exceed at any time $445,000.00 (the total of (X) $255,000.00 and
(Y) $445,000.00 being herein referred to as the "New Loan".)
a. The New Loan shall be and is hereby made subject to the terms and
conditions of the Loan Agreement, and, provided no event or condition
constituting a default or an event of default has occurred, Lender shall lend
and re-lend to Borrower from time to time until the termination date, amounts
which shall not exceed at any one time in the aggregate the New Loan in the
principal amount of Seven Hundred Thousand ($700,000.00) Dollars.
b. Advances of the New Loan shall be made to the Borrower under this
Agreement and delivered to the Borrower by check payable to the Borrower or wire
transfer of funds for credit to any general deposit account maintained by the
Borrower, as the Borrower may reasonably direct.
c. The Borrower acknowledges receipt pursuant to this Agreement prior
to the date hereof of sums totalling Two Hundred Fifty Five Thousand and 00/100
($255,000.00) dollars, which advances have been made pursuant to the terms of
this Agreement and shall be evidenced by the Promissory Note to be given
pursuant hereunder.
2. COLLATERAL
In consideration of the Lender's granting to the Borrower the New Loan
in accordance with the terms and conditions of this Agreement, and to secure
payment and performance of the obligations of the Borrower to the Lender
hereunder and the Promissory Note to be delivered pursuant to this Agreement,
the Borrower hereby amends the Security Agreement and grants to the Lender to
secure the promissory note to be given to evidence the New Loan a security
interest in the Collateral. The Security Agreement shall remain in full force
and effect until all obligations of the Borrower to the Lender are fully paid
and satisfied.
3. DOCUMENTATION
Upon the execution hereof Borrower shall execute and deliver to Lender
the following documents: (i) Promissory Note; (ii) Financing Statements (2) to
be filed in the Morris County Clerk's Office and in the New Jersey Secretary of
State's Office; and (iii) an Affidavit of Title as to the Collateral. In
addition to the foregoing, upon the execution hereof Borrower shall deliver to
the Lender (vi) a certified copy of the resolution of the Board of Directors of
the Borrower authorizing execution, delivery and performance of this Agreement
and the Promissory Note.
4. ADDITIONAL ADVANCES
Lender's obligation to make
additional advances hereunder shall be conditioned upon and is subject to the
satisfaction of the following conditions precedent: 1. Borrower shall have
complied with and shall then be in compliance with the terms, covenants and
conditions of this Agreement and all of the loan documents pursuant hereto. 2.
There shall exist no default or even of default. 3. The representations and
warranties contained in any document given pursuant aid this Agreement,
including the Affidavit of Title, shall be true and with the same effect as if
those representations and warranties had been made at the time of making of each
advance.
5. MISCELLANEOUS
All representations, covenants and warranties contained in the Loan
Agreement, except as otherwise herein provided, are reaffirmed as of the
execution of this Agreement and shall be binding upon the Borrower. Except as
otherwise provided, all terms and conditions of this Loan Agreement shall remain
in full force and effect, shall be binding upon the Borrower and the applicable
to the New Loan.
IN WITNESS WHEREOF the parties have executed the within Loan Agreement
the day and year first above written.
Attest: Borrower:
Unigene Laboratories, Inc.
By
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Ronald S. Levy, Secretary Warren P. Levy, President
(Seal)
Witness: Lender:
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Jay Levy
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Warren P. Levy
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Ronald S. Levy